Tax and accounting duties of a Spanish SL

What an SL takes on from day one

Your SL comes into existence with the notarial deed and its entry in the Registro Mercantil (the Commercial Register). From that moment it is a legal person with its own tax number, its own assets and its own obligations. It does not inherit yours and it does not pass its own to you: the sociedad limitada files, pays and answers on its own account.

The administrative starting point is the census declaration, the modelo 036. With it the company gets its final NIF, states the IAE business categories it will operate under, declares the date activity begins and registers for the recurring obligations that apply to it: VAT, withholdings, corporate tax instalments. If you plan to invoice companies in other EU countries, this is also where you apply to join the Register of Intra-Community Operators.

From there, the set of duties for a small SL is always the same: double-entry commercial accounting, quarterly VAT, withholdings if you pay salaries, professionals or rent, annual corporate income tax, annual accounts approved and deposited, and whichever information returns apply.

Two warnings if you are coming from abroad. First, none of this depends on your nationality or on where you live. If the company was incorporated in Spain, it is tax resident here and complies here, even if the sole shareholder sits in Berlin or Buenos Aires. Second, the obligations do not wait for your first invoice. A dormant SL still files its returns, blank if need be, until it deregisters from each obligation. If you are still choosing a legal form, the full comparison with working for yourself is in the guide autónomo or SL.

If the company has not started invoicing yet, or has stopped, the list of duties barely shrinks: the guide to a dormant SL goes through it.

If the company does not exist yet, the order of the steps matters: name certificate, bank account, notarial deed, provisional tax number and registration, all before the modelo 036. The full route, with the real cost and timing of each step, is in the guide on how to set up a Spanish SL.

Accounting: the mandatory books and why double entry is not optional

This is the real step up from being self-employed. An SL keeps double-entry accounts under the Plan General de Contabilidad (the Spanish accounting plan), and not as an academic exercise: the year's result, the corporate tax base and the accounts you will eventually deposit all come out of those books.

The books you must keep are these:

• Libro diario (journal): every transaction of the year recorded in chronological order.
• Libro de inventarios y cuentas anuales: the opening balance sheet, the trial balances and the annual accounts.
• VAT record books: invoices issued and invoices received, which are what support every box of your modelo 303.
• Share register and minute book: company-law records rather than accounting ones, but they live in the same drawer and are filed the same way.

Double entry is not an accountant's decoration. Every transaction is recorded twice, on the debit and the credit side, and the two columns must always add up to the same figure. That equality is what turns bookkeeping into evidence: if it does not balance, there is a traceable error, not a difference of opinion. A single-column spreadsheet warns you of nothing, and holds up to nothing in an inspection.

The books are filed electronically with the Registro Mercantil within the four months following year-end, so by 30 April if your financial year is the calendar year. They are kept, along with correspondence and supporting documents, for six years, under article 30 of the Commercial Code. The monthly habit that keeps all of this painless is in the guide on keeping your books.

VAT: the quarterly modelo 303 and the annual summary

VAT is not your money: you collect it from your customers on behalf of the tax office and settle it every quarter on the modelo 303, subtracting the deductible input VAT on your purchases and expenses from the output VAT charged on your sales.

There are three rates: the standard 21%, the reduced 10% and the super-reduced 4%. The vast majority of service-based SLs invoice at 21%.

The calendar is fixed and repeats every year:

• First quarter, January to March: 1 to 20 April.
• Second quarter, April to June: 1 to 20 July.
• Third quarter, July to September: 1 to 20 October.
• Fourth quarter, October to December: 1 to 30 January of the following year.

If you pay by direct debit the effective deadline is a few days earlier: the 15th in the first three quarters and 25 January for the fourth. Large companies and those in the monthly refund register file monthly rather than quarterly.

The outcome can only be one of three: an amount to pay, an amount carried forward to offset against later quarters, with four years to use it, or a refund claim, which as a general rule is made in the fourth-quarter return.

Two things get forgotten often. A quarter with no activity is still filed, ticking the relevant box: silence is not a valid option while you are registered for the obligation. And every January, from the 1st to the 30th, most quarterly taxpayers also file the modelo 390, the annual VAT summary, which pays nothing but has to reconcile with the year's four 303 returns.

The annual summary, who is exempt and how it reconciles with the four quarters, is covered in the modelo 390 guide.

Withholdings: modelos 111 and 115, the duty most often missed

This is the obligation small SLs discover latest, because it does not tax the company: it taxes third parties, and the company merely acts as the middleman. When your SL pays a salary, an invoice from a self-employed professional or the rent on an office, it holds back part of the amount and pays it to the tax office in the name of whoever is being paid.

Modelo 111 covers two main cases. The income tax withheld from your employees' salaries, which has no single percentage because it depends on the pay and on each worker's personal and family circumstances. And the withholding on invoices from self-employed professionals, generally 15%, dropping to 7% if the professional is in their first year of activity or the two that follow and tells you so in writing. Watch the detail that trips nearly everyone up: invoices issued by a company carry no such withholding, which applies to individuals only.

Modelo 115 reports the withholding on rent for urban property used in the business: 19% of the rent, excluding VAT. It does not apply, among other cases, when what you pay a single landlord stays under 900 euros a year, or when the landlord proves with a certificate from the tax agency that they are registered under the property-letting IAE heading.

Both are filed from the 1st to the 20th of January, April, July and October, and each has its annual summary in January: the modelo 190 for the 111 and the modelo 180 for the 115. The summaries pay nothing again, but they are compulsory and the tax agency cross-checks them against the returns of the people who were paid. The detail, including the exceptions, is in the guide to modelos 111 and 115.

The director’s own withholding, and the three ways to pay yourself from your SL, are in the guide to paying yourself as a director.

Corporate income tax: rates, instalments and the modelo 200

Impuesto sobre Sociedades, Spain's corporate income tax, taxes the company's profit. The starting point is the accounting result; on top of it come the relevant tax adjustments and, where they exist, the offset of negative taxable bases from earlier years.

Three rates matter to a small SL:

• General rate: 25%. The baseline rule of the tax.
• Newly created entities: 15%, in the first tax period with a positive taxable base and in the following one, provided the company carries out genuine business activity, is not part of a group, is not continuing an activity previously carried on by a related person or entity, and is not an asset-holding company.
• Micro-companies with turnover under one million euros: a reduced scale. In 2026, 19% on the first 50,000 euros of taxable base and 21% on the rest. From 2027 that scale drops to 17% and 20%.

The annual return is the modelo 200, filed within the twenty-five calendar days following the six months after year-end: 1 to 25 July if your financial year is the calendar year. It is always filed, including at a loss or with a zero base, and those losses are not wasted: they offset future profits.

Through the year the tax is prepaid with the modelo 202, in three windows: 1 to 20 April, 1 to 20 October and 1 to 20 December. Under the method almost every small SL uses, each instalment is 18% of the tax due on the last modelo 200 that had already fallen due, and you only file it if that figure is positive. In your first year there is no prior 200, so there is no 202. The whole first-year path is in the guide to corporate income tax in year one.

Modelo 200 box by box, with the 202 prepayments and the deadlines, is in the modelo 200 guide.

Annual accounts and the Commercial Register: approve, deposit, or else

This block is company law rather than tax, and it is the one that surprises newcomers most: in Spain an SL's accounts end up public, and anyone can look them up.

The circuit has three steps and three deadlines, all counted from year-end:

1. Drawing up. The directors draw up the cuentas anuales (annual accounts) within three months of year-end. For a small company they are the balance sheet, the profit and loss account and the notes; no statement of changes in equity and no cash-flow statement.
2. Approval. The shareholders' meeting approves them within the first six months of the following year and decides what happens to the result. In a single-member company that meeting is the sole shareholder, but the decision is documented all the same, in writing and in the minute book.
3. Deposit. The approved accounts are deposited at the Registro Mercantil within one month of approval.

Not depositing has real consequences. Once a year has passed since year-end without the accounts being deposited, the Register stops recording documents for the company, with narrow exceptions: this is the cierre registral, and it blocks anything from a change of director to a capital increase or the appointment of an attorney. On top of that, failure to deposit can be penalised. The framework is in the Capital Companies Act.

If your SL is single-member there is an extra detail worth knowing: single-member status is recorded at the Registro Mercantil and must be shown on the company's documentation, and contracts between the sole shareholder and the company are put in writing and entered in a dedicated register.

The exact dates for drawing up, approving and filing the accounts, and what the registry closure means, are in the annual accounts guide.

That decision on the result is also when profit gets distributed: the legal reserve has to be covered, the equity has to hold up, the resolution goes in writing, and the company withholds tax when it pays. The guide to paying dividends from a Spanish SL walks through it.

Information returns: the 347, the 349 and when they apply

Information returns pay nothing: they inform. Which is exactly why they get forgotten, until a query arrives over a mismatch the other party did report.

The modelo 347 is the annual return of transactions with third parties. In it you report each customer or supplier with whom the year's transactions, VAT included, added up to more than 3,005.06 euros. The threshold is measured party by party, not against your total turnover: many small invoices from the same supplier add up. There is also a separate trigger, cash receipts from the same person above 6,000 euros in the year. It is filed in February of the following year, with the amounts split by quarter. What is left out is anything already reported elsewhere: professional fees and rent subject to withholding, which travel on the 190 and the 180, and intra-EU transactions, which go on the 349. The detail and the classic mismatches are in the guide to the modelo 347.

The modelo 349 is the recapitulative statement of intra-Community transactions: sales and purchases of goods and services with companies in other EU member states. There is no threshold here, a single intra-EU invoice in the period already requires it. Before issuing that invoice without Spanish VAT you need to be registered in the Register of Intra-Community Operators, which gives you a VAT number with the ES prefix, and to check your customer in the VIES database. The general frequency is monthly, but you file quarterly as long as your intra-EU supplies of goods and services stay under 50,000 euros, which covers almost any small SL. It is all in the guide to the modelo 349.

How to invoice an EU or non-EU client without VAT, and when the 349 becomes mandatory, is in the guide to invoicing foreign clients.

Invoicing and Verifactu: what changes for your SL

What goes on an invoice is not a matter of taste: it is set by the invoicing regulation, Royal Decree 1619/2012. Sequential number and series, issue date and transaction date, your details and your customer's with their tax number, a description, the taxable base, the VAT rate and amount, and the withholding where it applies. An invoice issued by your SL never carries a professional withholding, because that withholding applies to individuals. If you are about to issue your first one, the full checklist and a worked example are in the guide to your first invoice.

What changes the picture is Verifactu, the system created by Royal Decree 1007/2023 and developed technically by Order HAC/1177/2024. It does not regulate which invoices you issue or how much VAT you pay: it regulates the software you invoice with. Each invoice generates a verifiable record, chained to the hash of the previous one, and carries a printed QR code that lets it be checked against the tax agency.

The dates were set by Royal Decree-Law 15/2025, and they reach an SL before anyone else: corporate income tax payers must have compliant systems from 1 January 2027, which makes 31 December 2026 the last usable day. Self-employed taxpayers have until 1 July 2027.

The penalty for invoicing with a non-compliant system is fixed and does not scale with the size of the business: 50,000 euros for each financial year, under article 201 bis of the General Tax Act. And a warning that saves trouble: there is no prior approval and no such thing as a tax agency certificate for invoicing software. Compliance is evidenced by the software producer's declaración responsable, a formal statement of conformity that must be visible inside the product itself. If a vendor offers you an official certificate, be sceptical.

Verifactu is not the mandatory business-to-business e-invoice of the Crea y Crece law, which has its own timetable: see the B2B e-invoicing guide.

The year at a glance: what is filed and when

Put together, this is the year of an SL with a calendar financial year filing quarterly:

Two practical caveats. If you pay by direct debit, the mandate closes a few days before the deadline itself: generally the 15th for deadlines ending on the 20th, and 25 January for the fourth-quarter 303. And if the last day falls on a Saturday, Sunday or public holiday, the deadline moves to the next working day, which happens often in January and February.

And if one gets away from you? If you file late on your own initiative, before the tax office asks, there is no penalty but a surcharge: 1% flat plus 1% for each full month of delay, and after twelve months 15% plus late-payment interest, under article 27 of the General Tax Act. If the tax agency gets there first, you are in penalty territory instead. The exact dates for this year and the next, with weekend shifts already worked out, are in the 2026-2027 tax calendar; and if the deadline has already gone, the orderly way out is in the guide on what to do when you miss a deadline.

kontora exists so that this calendar stops being a memory problem: double-entry accounting is generated underneath from your invoices and expenses, the books and the box-by-box drafts of your returns come out of it, and the app warns you before each deadline. Filing on the tax agency website is still your move, with the work already done.

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